DEF 14A of Manhattan Associates Inc, Apr 2, 2026

DEF 14A of Manhattan Associates Inc

Filed Apr 2, 2026 · FY20250001193125-26-140024

Open on EDGAR

  1. Named Executive Officer Compensation

    | Name and Principal Position | Salary(3) | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | (1) Eddie Capel | $543,750 | $0 | $9,600,017 | $0 | $58,093 | $10,201,860 | | Former President and Chief Executive | | | | | | | | Officer, and current Chairman | | | | | | | | (1) Eric A. Clark | 710,000 | 2,100,000 | 13,000,328 | 835,375 | 51,825 | 16,697,528 | | Current President and Chief Executive | | | | | | | | Officer, and Director | | | | | | | | (2) Dennis B. Story | 507,250 | 0 | 5,715,244 | 466,100 | 23,410 | 6,712,004 | | Executive Vice President, Chief | | | | | | | | Financial Officer, and Treasurer | | | | | | | | Bruce S. Richards | 398,250 | 0 | 2,179,662 | 289,100 | 10,386 | 2,877,398 | | Senior Vice President, Chief | | | | | | | | Legal Officer, and Secretary | | | | | | | | Robert G. Howell | 439,000 | 0 | 6,280,532 | 505,040 | 43,201 | 7,267,773 | | Executive Vice President, | | | | | | | | Chief Sales Officer | | | | | | | | J. Stewart Gantt | 443,750 | 0 | 6,280,532 | 437,780 | 25,157 | 7,187,219 | | Executive Vice President, | | | | | | | | Professional Services | | | | | | |

  2. Proposal 1 – Election of Class III Directors

    Proposal 1 – Election of Class III Directors The Board of Directors has eight members divided into three classes. The term of each Director is three years, and the terms of the Directors are staggered by class. The Board currently comprises three Class I Directors (Messrs. Capel and Moran, and Ms. Hollembaek), whose terms expire at the Annual Meeting, three Class II Directors (Messrs. Clark and Eger, and Ms. Sheer), whose terms expire in 2027, and two Class III Directors (Ms. Kuryea and Mr. Noonan), whose terms expire in 2028. On the Nomination and Governance Committee’s recommendation, the Board has nominated Messrs. Capel and Moran, and Ms. Hollembaek for re-election as Class I Directors. There are no family relationships among our Directors or Director nominees. Shares represented by executed proxies will be voted for the election of the nominees named below, unless the authority to do so is withheld. If any nominee unexpectedly becomes unavailable for election, the individuals acting as proxies may exercise their discretion to vote for the election of the Board’s substitute nominee. The individuals nominated for election at the Annual Meeting have agreed to serve if elected, and the Board has no reason to believe that they will be unable to serve.

  3. Proposal 1 – Election of Class III Directors

    | ✓ THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NAMED DIRECTOR NOMINEES. |

  4. Board of Directors and Committees

    Board of Directors and Committees

  5. director Nominees

    director Nominees Set forth below are our nominees to serve as Class I Directors (terms expire in 2029).

  6. Eddie Capel

    Eddie Capel

  7. Eddie Capel

    | Primary Occupation | Age | Director Since | Current Term Expires | Board Committees | Other Public Company Boards | Director Qualification Highlights | | Chairman of the Board | 65 | 2012 | 2026 | None | ✓ Skyline Champion Corporation | ✓ Business operations ✓ Business development and corporate transactions ✓ Leadership - former President and CEO ✓ Supply chain management ✓ Technology and software industries |

  8. Eddie Capel

    Eddie Capel, age 65, has served as non-executive Chairman of the Board since January 1, 2026. Prior to that, Mr. Capel served as our Executive Chairman since May 13, 2025, and Executive Vice-Chairman from February 12, 2025, to May 13, 2025. From January 1, 2013, to February 12, 2025, Mr. Capel served as our President and Chief Executive Officer. Prior to that, beginning in July 2012, Mr. Capel served as our President and Chief Operating Officer. Also, in July 2012, the Board elected Mr. Capel to the Board. Prior to becoming our President, Mr. Capel served as Executive Vice President and Chief Operating Officer since January 12, 2011. Previously, Mr. Capel served as our Executive Vice President—Global Operations from January 2009 to January 2011. In this capacity, Mr. Capel was responsible for the Company’s global product management, research and development, and customer support functions. From January 2008 through January 2009, Mr. Capel served as our Executive Vice President—Global Product Management and Customer Services. From January 2005 to January 2007, Mr. Capel served as our Senior Vice President—Global Product Management and Global Customer Services and from January 2004 through January 2005 as our Senior Vice President Product Management. Prior to January 2004, he held various other positions with the Company. Prior to joining Manhattan Associates in June 2000, Mr. Capel held various positions at Real Time Solutions, including chief operations officer and vice president, operations. He also served as director, operations, with Unarco Automation, an industrial automation/robotics systems integrator. Prior to joining Unarco, Mr. Capel worked as a project manager and system designer for ABB Robotics in the United Kingdom. Mr. Capel served as a Director of Champion Homes, Inc., formerly Skyline Champion Corporation (NYSE: SKY), from 2019 through November 2025, including as its Chairman from July 2023 until his November 2025 retirement from the Board.

  9. Eddie Capel

    | | 14 |

  10. Eddie Capel

    As our former President and Chief Executive Officer with more than 25 years of experience working at the Company, Mr. Capel provides the Board with knowledge of the Company’s operations and unique industry perspectives that enable him to provide essential leadership in strategy development and communication with the Company’s various stakeholders and audiences.

  11. Charles E. Moran

    Charles E. Moran

  12. Charles E. Moran

    | Primary Occupation | Age | Director Since | Current Term Expires | Board Committees | Other Public Company Boards | Director Qualification Highlights | | Chairman and CEO of Skillsoft Corporation (Retired) | 71 | 2017 | 2026 | ✓ Compensation (Chair) | ✓ Commvault Systems, Inc. ✓ Intapp, Inc. | ✓ Accounting and finance ✓ Business strategy and operations ✓ Corporate governance ✓ Leadership - former CEO ✓ Technology and software industries |

  13. Biography

    Biography Charles E. Moran, age 71, has served as a member of our Board since May 2017. Mr. Moran retired as the Chairman and Chief Executive Officer of Skillsoft Corporation, a leading global provider of cloud-based learning and talent management solutions. Mr. Moran held those positions from 1998 to 2015 and remained on as the Chairman from 2015 to 2016. From 1995 to 1997, Mr. Moran served as the President and Chief Executive Officer of NETg, a subsidiary of National Education Corporation, and a provider of computer-based training for IT professionals. From 1993 to 1994, he served as the Chief Operating Officer and Chief Financial Officer of SoftDesk, a leading Architecture, Engineering and Construction/Computer-Aided Design software application company, which was acquired by Autodesk. From 1992 to 1993, he served as the President of Sytron Corp, a data management software subsidiary of Rexon, Inc. From 1989 to 1992, he was Vice President of Sales and Marketing at Insite Peripherals, a manufacturer of floppy disk drives. Prior to joining Insite Peripherals, his experience included various business management positions with Archive Corporation, Florida Data, and Hamilton-Avnet Corporation. From 2009 to 2014, Mr. Moran served on the Board of Directors at Higher One, Inc., a leading payment technology provider for higher education. From 1997 to 2001, he served on the Board of Directors at Workgroup Technology, a client/server product data management solution. He also previously served on the Boards of Duck Creek Technologies (insurance industry software) and Clarivate Analytics Plc (technology solutions to accelerate innovation). Currently, Mr. Moran also serves on the Boards of Commvault Systems, Inc. (NASDAQ: CVLT) and Intapp Inc. (NASDAQ: INTA).

  14. Experience, Skills and Qualifications of Particular Relevance to Manhattan Associates

    Experience, Skills and Qualifications of Particular Relevance to Manhattan Associates Mr. Moran brings expertise to the Board on digital transformation, cloud and SaaS business models, and cybersecurity. A well-rounded executive, Mr. Moran grew up in sales, proved his financial acumen through his time as a Chief Financial Officer, and is recognized as an outstanding strategist and operator. We believe Mr. Moran’s extensive background and knowledge in technology and consulting, and his leadership experience as a corporate executive, make him well-suited to continue to add value to the Company’s Board.

  15. Linda T. Hollembaek

    Linda T. Hollembaek

  16. Linda T. Hollembaek

    | Primary Occupation | Age | Director Since | Current Term Expires | Board Committees | Other Public Company Boards | Director Qualification Highlights | | Senior Vice President, Integration Management Officer of Lexmark International, Inc. (Retired) | 68 | 2018 | 2026 | ✓ Nomination & Governance | None | ✓ Business operations ✓ International markets ✓ Corporate transformation ✓ Leadership - former senior executive ✓ Supply chain management |

  17. Linda T. Hollembaek

    Linda T. Hollembaek, age 68, has served as a member of our Board since May 2018. Ms. Hollembaek retired as Senior Vice President, Integration Management Officer of Lexmark International, Inc., a multifaceted technology company that delivers innovative imaging solutions and services to business and consumers worldwide. Ms. Hollembaek served in that role from 2016

  18. Linda T. Hollembaek

    | | 15 |

  19. Linda T. Hollembaek

    until 2017. From 1999 to 2016, Ms. Hollembaek served in other management positions with Lexmark, including Vice President, Global Supply Chain Operations, and Vice President, General Manager of World Wide Services Operations. From 1996 to 1999, she served as Vice President, Sales & Operations, North America, at Danka Services International, one of the world’s largest independent suppliers of office imaging equipment and related services, parts, and supplies. From 1980 to 1996, she held various management positions with Eastman Kodak Company and last served as Vice President, Sales and Operations, North America. Ms. Hollembaek brings expertise to the Board on supply chain management, corporate transformation, global workforce leadership, international operations, and Asia-Pacific markets. We believe her knowledge and leadership experience in these areas will enable her to contribute significant value to our Board.

  20. Class II Directors

    Class II Directors The members of our Board serving as Class II Directors, whose terms are scheduled to expire on the date of our 2027 Annual Meeting, are as follows:

  21. Eric A. Clark

    Eric A. Clark

  22. Eric A. Clark

    | Primary Occupation | Age | Director Since | Current Term Expires | Board Committees | Other Public Company Boards | Director Qualification Highlights | | President and CEO of Manhattan Associates, Inc. | 55 | 2025 | 2027 | None | None | ✓ Domestic and international business strategy development, sales, and operations ✓ Insider's knowledge of day-to-day Company operations ✓ Software and data industries ✓ Leadership – current CEO ✓ Acquisitions |

  23. Biography

    Biography Eric A. Clark, age 55, has served as President and Chief Executive Officer and a member of the Board since February 2025. Before that, since April 2024, Mr. Clark served as Chief Executive Officer of NTT Data North America, a technology consulting, digital transformation and IT infrastructure company, and prior to that, since September 2022, he served as Chief Executive Officer of NTT Ltd. Americas, another NTT Data group technology services company that combined with NTT Data North America in 2024. Prior to that, from 2016 to 2018, Mr. Clark served as the global Chief Digital and Strategy Officer for NTT Data Services. Before joining NTT, from 2012 to 2016, he served as Senior Vice President and Managing Director, Global Services, at ServiceNow, a business management software company, various Vice President roles with IT services business Dell Services (acquired by NTT in 2016), including most recently as Vice President, Global Commercial Industries. Before joining Dell, he served in various leadership roles with IT company Hewlett-Packard, including most recently as Global Vice President, Application Innovation Services. Mr. Clark has served in various leadership roles for prominent IT companies, and brings to the Board, and to the Manhattan CEO role, extensive expertise in professional services, including driving growth strategies and developing, selling, and delivering transformational digital solutions in domestic, international, and emerging markets. Mr. Clark has broad and deep industry experience in the key Company customer markets of retail, manufacturing, transportation, and government. As our current President and Chief Executive Officer, Mr. Clark's knowledge of the Company’s operations enable him to provide essential

  24. Biography

    | | 16 |

  25. Biography

    leadership in strategy development, allocation of company resources, and communication with the Company’s various stakeholders and audiences.

  26. Edmond I. Eger III

    Edmond I. Eger III

  27. Edmond I. Eger III

    | Primary Occupation | Age | Director Since | Current Term Expires | Board Committees | Other Public Company Boards | Director Qualification Highlights | | CEO of Rewards Network Establishment Services, Inc. | 65 | 2015 | 2027 | ✓ Audit ✓ Compensation | None | ✓ Business operations ✓ Corporate governance ✓ International operations ✓ Leadership - current CEO ✓ Financial industries |

  28. Biography

    Biography Edmond I. Eger III, age 65, has served as a member of our Board since October 2015. Since September 2017, Mr. Eger has served as the Chief Executive Officer and member of the Board of Directors of Rewards Network Establishment Services, Inc., which helps restaurants increase their revenue, traffic, and customer engagement through their innovative financial and marketing services. From December 2013 through January 2017, Mr. Eger served as the President and Chief Executive Officer of OANDA Corporation, a leader in online foreign exchange and over-the-counter commodities and indices trading services. From 2009 to 2013, he served as a Senior Vice President and General Manager for the Americas at PayPal, Inc., and as an advisor to the CEO at eBay Corporation. From 1999 to 2009, Mr. Eger held various management positions with Citigroup and last served as the CEO for its International Cards Business. Prior to joining Citigroup, his experience included various business management positions with Advanta, Standard Chartered Bank, Wells Fargo, and McKinsey & Company. From September 2013 to February 2015, he served on the Board of Directors at Digital River, Inc., a NASDAQ traded e-commerce and payment provider, which was sold to Siris Capital.

  29. Experience, Skills and Qualifications of Particular Relevance to Manhattan Associates

    Experience, Skills and Qualifications of Particular Relevance to Manhattan Associates Mr. Eger is a leader in the payments and consumer transactions sectors, with wide-ranging experience, and has extensive knowledge of international business. He is a seasoned international payments executive with deep financial services, management, branding, and risk management experience. We believe Mr. Eger’s extensive knowledge and leadership experience brings valuable perspective to the Board. Mr. Eger’s familiarity and experience with audit committee and finance matters at public companies qualify him to continue service on our Audit Committee.

  30. Danielle Sheer

    Danielle Sheer

  31. Danielle Sheer

    | Primary Occupation | Age | Director Since | Current Term Expires | Board Committees | Other Public Company Boards | Director Qualification Highlights | | Chief Trust Officer of Commvault Systems, Inc. | 45 | 2025 | 2027 | ✓ Nomination & Governance | None | ✓ Business operations ✓ Cybersecurity ✓ Business development and corporate transformation ✓ Corporate governance ✓ Regulatory compliance |

  32. Danielle Sheer

    Danielle Sheer, age 45, has served as a member of our Board since May 2025. Ms. Sheer serves as the Chief Trust Officer of Commvault Systems, Inc., a leading provider of cyber resilience and data protection solutions. At Commvault, she leads their business development, corporate development, cybersecurity, and governance programs. Ms. Sheer has served in that role since 2022. Prior to that, from 2019 through 2022, she served as Chief Legal Officer of Bottomline Technologies, a provider of financial technology for business payments. Before that, Ms. Sheer served as general counsel of Carbonite, Inc., leading the company through its initial public offering. She serves on the Board of Beth Israel Deaconess Medical Center, a world-class teaching hospital of Harvard Medical School, and Linksquares, an AI-powered contract lifecycle management (CLM) solution. She holds a J.D. from Georgetown University Law Center and a B.A. from George Washington University.

  33. Danielle Sheer

    | | 17 |

  34. Danielle Sheer

    Ms. Sheer brings to the Board experience in cybersecurity, corporate governance, regulatory compliance, and business development.

  35. Class III Directors

    Class III Directors The members of our Board serving as Class III Directors, whose terms are scheduled to expire on the date of our 2028 Annual Meeting, are as follows:

  36. Kimberly A. Kuryea

    Kimberly A. Kuryea

  37. Kimberly A. Kuryea

    | Primary Occupation | Age | Director Since | Current Term Expires | Board Committees | Other Public Company Boards | Director Qualification Highlights | | Senior Vice President, Chief Financial Officer of General Dynamics Corporation | 59 | 2022 | 2028 | ✓ Audit | None | ✓ Accounting and finance ✓ Business operations ✓ Corporate governance ✓ Executive compensation |

  38. Biography

    Biography Kimberly A. Kuryea, age 59, is the Senior Vice President, Chief Financial Officer at General Dynamics Corporation, a global aerospace and defense company that offers a portfolio of products and services in: business aviation; combat vehicles, weapons systems, and munitions; information technology (IT) services: “C4ISR” (command, control, communications, computers, intelligence, surveillance, and reconnaissance); and shipbuilding and repair. Previously, Ms. Kuryea served as Chief Human Resources Officer and SVP, Administration from 2017 to February 2023. Additionally, Ms. Kuryea served General Dynamics as Vice President and Controller from 2011 until 2017, Vice President, Chief Financial Officer, Advanced Information Systems, from 2007 to 2011, Staff Vice President, Internal Audit, from 2004 to 2007, and Director, Financial Planning & Analysis, from 2000 to 2004. From 1997 until 2000, Ms. Kuryea served as an Audit Senior Manager for the audit and tax consulting firm, Arthur Andersen. She also served in other roles at Arthur Andersen from 1989 through 1997. Ms. Kuryea is a Certified Public Accountant in the Commonwealth of Virginia.

  39. Experience, Skills and Qualifications of Particular Relevance to Manhattan Associates

    Experience, Skills and Qualifications of Particular Relevance to Manhattan Associates Ms. Kuryea brings to the Board public company expertise in financial accounting and reporting, ESG, executive compensation, strategic operations, and corporate governance. Her knowledge in these areas, and leadership experience as an executive of a Fortune 100 company, have enabled her to contribute significant value to our Board and as a member of our Audit Committee during her first term. Our Board has determined Ms. Kuryea is an "audit committee financial expert" as defined in SEC rules.

  40. Thomas E. Noonan

    Thomas E. Noonan

  41. Thomas E. Noonan

    | Primary Occupation | Age | Director Since | Current Term Expires | Board Committees | Other Public Company Boards | Director Qualification Highlights | | General Partner of TechOperators, LLC | 65 | 1999 | 2028 | ✓ Audit ✓ Compensation ✓ Nomination & Governance (Chair) | ✓ Intercontinental Exchange, Inc. | ✓ Accounting and finance ✓ Business operations ✓ Corporate governance ✓ Leadership - former CEO ✓ Technology and software industries |

  42. Thomas E. Noonan

    Thomas E. Noonan, age 65, has served as a member of our Board since January 1999. Since 2008, Mr. Noonan has served as a Partner of TechOperators, LLC, an early stage technology investment firm that he founded. From 2013 until 2020, he served on the Board of Directors of Ionic Security Inc., a data security company funded by TechOperators, including as Executive Chairman from January 2016. He is also Chairman of TEN Holdings, LLC, a diversified family office investment company. From July 2013 until November 2015, Mr. Noonan served as Senior Director and General Manager for the EnergyWise product group at Cisco Systems, which in July 2013, had acquired JouleX, a company founded by Mr. Noonan, which was a leading

  43. Thomas E. Noonan

    | | 18 |

  44. Thomas E. Noonan

    innovator in network-based enterprise management. Since 2010, Mr. Noonan had served as President and Chief Executive Officer of JouleX. From November 2006 until February 2008, Mr. Noonan served as the General Manager of IBM Internet Security Systems, a division of IBM providing information technology system security products and services. Mr. Noonan served as the President and member of the Board of Directors of Internet Security Systems, Inc., since May 1995, and as its Chief Executive Officer and Chairman from November 1996 until its acquisition by IBM in November 2006. Prior to joining Internet Security Systems, Mr. Noonan served as Vice President, Sales and Marketing with TSI International, Inc., an electronic commerce company, from October 1994 until April 1995. From November 1989 until October 1994, Mr. Noonan held high-level sales and marketing positions at Dun & Bradstreet Software, a developer of enterprise business software. Mr. Noonan also serves on the boards of Intercontinental Exchange, Inc. (NYSE: ICE), Children’s Healthcare of Atlanta, and the Georgia Tech Foundation. He served on the National Infrastructure Advisory Council from 2002 through 2019. In connection with Mr. Capel succeeding Mr. Huntz as Chairman of the Board on May 13, 2025, the Board appointed Mr. Noonan to serve as the Board’s Lead Independent Director beginning on that same date. Mr. Noonan brings to the Company many years of experience in senior management in the software industry, including as co-founder, Chairman, President, and Chief Executive Officer of a public software company. We believe his entrepreneurial, executive management, and software industry experience is an indispensable resource to the Board. His executive experiences, in which he has dealt with public company compensation plan design and implementation, qualify him well to continue to chair our Compensation Committee. Mr. Noonan’s familiarity and experience with corporate accounting and finance matters at public companies qualify him to continue service on our Audit Committee. Our Board has determined he is an “audit committee financial expert” as defined in SEC rules. Majority Vote Resignation Policy for Director Elections The Company’s Bylaws provide that Directors are elected by a plurality of the votes cast. Although nominees who receive the most votes for the available positions will be duly elected, the Board has adopted a Majority Voting Director Resignation Policy (the “Resignation Policy”) applicable to nominees who fail to receive the affirmative vote of a majority of the votes cast in an uncontested election for Directors. The Resignation Policy requires that a nominee not receiving a majority affirmative vote in an uncontested election promptly tender to the Board or its Chair their resignation from the Board and committees on which that Director serves. The resignation may be conditioned upon Board acceptance. If it is not so conditioned, the resignation must specify that it is effective immediately on delivery. A “majority affirmative vote” means that the votes cast “for” a nominee’s election exceed those “against,” with abstentions and broker non-votes not being considered “votes cast.” You have been provided with options to vote “for” or “against” each Director nominee, and also to “abstain” from voting on a particular nominee. However, neither a vote “against” a Director nominee, nor an abstention, affects whether a Director nominee in an uncontested election is legally elected under the plurality vote standard (provided such nominee receives at least one “for” vote). But a vote “against” a Director is considered in determining whether a Director who is elected has received a “majority affirmative vote” for purposes of the Resignation Policy (as noted above, an abstention does not affect the Resignation Policy-related determination). If a Director nominee elected to the Board fails to receive a majority affirmative vote and tenders a conditional resignation to the Board, the Nomination and Governance Committee of the Board will consider their resignation, including any information provided by that Director, and will recommend to the full Board what action to take on the Director’s resignation. The Committee may recommend, among other things, acceptance or rejection of the resignation, delayed acceptance pending the recruitment and election of a new Director, or rejection of the resignation in order to address the underlying reasons for the Director’s failure to receive the majority affirmative vote of the shareholders. In considering a conditional resignation, the Committee and the Board may consider those factors they deem relevant, including but not limited to the underlying reasons for the failure of the Director to receive a majority affirmative vote, the tenure and qualifications of the Director, the Director’s past and expected future contributions, other policies, and the overall composition of the Board, including whether accepting the resignation would cause the Company to fail to meet legal or stock market requirements. The preceding summary of the policy is qualified in its entirety by reference to the full policy posted in the Investor Relations section of our web site at www.manh.com.

  45. Thomas E. Noonan

    | | 19 |

  46. Director Compensation

    Director Compensation The Company’s non-employee director compensation program for 2025 provided for the following annual cash and equity compensation:

  47. Equity Compensation

    | 2025 Director Compensation Table | | | | | Name (1) | Fees Paid In Cash | Stock Awards(2) | Total | | John J. Huntz, Jr. | $70,894 | | $70,894 | | Thomas E. Noonan | 126,490 | 260,068 | 386,559 | | Deepak Raghavan | 25,769 | | 25,769 | | Edmond I. Eger III | 74,760 | 260,068 | 334,828 | | Charles E. Moran | 75,433 | 260,068 | 335,501 | | Linda T. Hollembaek | 65,000 | 260,068 | 325,068 | | Kimberly A. Kuryea | 76,346 | 260,068 | 336,414 | | Danielle Sheer | 41,250 | 260,068 | 301,318 |

  48. We are committed to a philosophy of pay-for-performance for our executives. Our executive compensation program is designed to achieve three primary objectives:

    We are committed to a philosophy of pay-for-performance for our executives. Our executive compensation program is designed to achieve three primary objectives: Pay-for-Performance. Align actual compensation realized by our executive officers with achievement of our short-term and long-term business strategies, improving operational performance and shareholder return. 2. Market Competitiveness. Provide market competitive compensation opportunities to attract and retain executive officers and motivate them to perform at their highest level. 3. Shareholder Value Creation. Structure compensation through base salary, annual cash bonus opportunities, and a combination of service-based and performance-based equity awards, to promote increased shareholder value. 2025 Key Compensation Decisions Our Compensation Committee’s key decisions for 2025 pertaining to our NEOs were as follows: Base Salaries ✓ The annualized base salary for our former President and CEO, Eddie Capel, was reduced by 30% (from $725,000 to $507,500) upon his transition to Executive Vice Chairman of the Board effective February 12, 2025. Mr. Capel's annualized salary remained unchanged upon becoming Executive Chairman of the Board on May 13, 2025. ✓ The annualized base salary for our current President and CEO, Eric Clark, was established at $800,000. ✓ The annualized base salary for the remaining NEOs increased 4% on average over 2024. Annual Cash Bonus ✓ Our annual cash bonus program was based on three performance measures: Target Revenue, new bookings from cloud solutions (New Cloud Bookings) and adjusted operating income (AOI), all as defined on page 39. Based on our 2025 financial performance, the NEOs earned 118% of their 2025 annual cash bonus targets compared to 127% for 2024. Long-term Incentive Compensation ✓ Our 2025 long-term equity (Restricted Stock Unit) grants to our NEOs were 50% service-based RSUs and 50% performance-based RSUs with three performance measures: Target Revenue, New Cloud Bookings, and AOI. Based on our 2025 financial performance, the NEOs earned 118% for annual performance-based RSUs, compared to 127% for annual 2024. ✓ In January 2025, the Compensation Committee approved special retention grants of 50% service-based RSUs and 50% performance-based RSUs to members of our executive team, including our NEOs, except our CEOs. These awards follow the same performance measures as the 2025 annual grants and were approved in recognition of the successful achievement of the Company’s overall SaaS transition objectives. Based on our 2025 financial performance, the NEOs earned 118% for special retention performance-based RSUs. ✓ In July 2025, the Compensation Committee approved mid-year grants of 50% service-based RSUs and 50% performance-based RSUs for plan participants, excluding the CEOs. The performance measures were established on the second half of 2025 performance for Target Revenue, New Cloud Bookings, and AOI. The mid-year grant value was 25% of the total grant value of each participant's 2025 annual grant. These award amounts further the Company’s talent retention objectives and reinforce its commitment to its employees through equity participation and shared success. Based on our second half of 2025 financial performance, the plan participants earned 100% for mid-year 2025 performance-based RSUs.

  49. 2025 CEO Compensation

    2025 CEO Compensation Our CEO participates in the same executive compensation programs as our other executive officers, including the other NEOs. In determining compensation for our CEO, the Compensation Committee considers the same information and factors used in determining compensation for the other NEOs, except that our CEO does not make a recommendation to the Compensation Committee for his own compensation. Mr. Clark. For 2025, the Compensation Committee established Mr. Clark's annual base salary as $800,000, a target annual cash bonus opportunity of 100% of his base salary, and a $3,000,000 cash bonus paid in 3 equal installments (February 14th, 2025; July 14th, 2025; and February 14th, 2026) in connection with his election to CEO effective February 12, 2025. The Company granted Mr. Clark an annual equity award of 27,481 RSUs (50% service-based and 50% performance-based) and a new hire equity award of 43,969 RSUs (100% service-based). These awards and payments include compensation to replace compensation opportunities Mr. Clark would be forfeiting from his prior employer. Mr. Capel. For 2025, the Compensation Committee revised Mr. Capel’s annual base salary from $725,000 to $507,500 and removed Mr. Capel's target annual cash bonus opportunity, in connection with his departure from CEO to Executive Vice-Chairman on

  50. 2025 CEO Compensation

    February 12, 2025, and to Executive Chairman on May 13, 2025. The Company granted Mr. Capel an annual equity award of 33,689 RSUs (50% service-based and 50% performance-based). Based on our 2025 achievement against the performance measures under our short-term and long-term incentive programs (Target Revenue, New Cloud Bookings, and AOI, as defined on page 39, and achieved at 118%), Mr. Clark earned a cash bonus of $835,375, which is 118% of his target base salary, which was pro-rated based on his days of employment in 2025. Mr. Clark earned 118% of the performance-based component of his 2025 performance-based RSU award (which equaled 16,214 shares), which will vest over four years. Mr. Capel earned 118% of the performance-based component of his 2025 performance-based RSU award (which equaled 19,877 shares), which will vest over four years.

  51. The Role of the Compensation Consultant

    The Role of the Compensation Consultant The Compensation Committee has the authority to retain compensation consultants and other advisors to assist it in performing its duties. In 2025, the Compensation Committee engaged Willis Towers Watson (through its subsidiary company Towers Watson Delaware Inc.) (“WTW”), as its compensation consultant. WTW reports to and is directed by the Compensation Committee. In general, the Compensation Committee directs WTW to provide periodic updates on market trends and developments, provide relevant and credible market data for assessing pay competitiveness, evaluate the alignment of the design of our executive compensation program with our business strategy, performance outcomes, and competitive pay practices. WTW participates in Compensation Committee meetings where the Committee makes substantive executive compensation decisions. The Company incurred approximately $85,000 in fees to WTW for those services provided in 2025. In connection with its review of WTW’s independence, the Compensation Committee considered the six specific independence factors adopted by the SEC and the NASDAQ Stock Market and determined that WTW is independent. In conducting its review, the Committee considered that one or more WTW corporate affiliates provide the Company brokerage and other services related to the Company’s employee healthcare and other group benefits. The Company paid those affiliates for those services approximately $337,000 in 2024 and $736,000 in 2025, as the increase in 2025 was driven by the Company's unusual health insurance claim, which was settled in 2025. The Committee anticipates paying similar amounts as 2024 in 2026. In concluding that the provision to the Company of healthcare and other group benefits services by those WTW affiliates does not constitute a conflict of interest that would compromise WTW’s independence, the Committee considered the following WTW representations and other information obtained as part of its due diligence: ✓ WTW has separated its compensation consulting services into a single, segregated business unit within WTW. ✓ The Committee was solely responsible for the decision to engage WTW, the Committee made its decision independent of any influence from others at the Company, and the Committee conducted its independence review prior to finalizing the engagement. ✓ WTW has represented that: o WTW has in place safeguards between its executive compensation consultants serving our Compensation Committee and the brokerage services provided to the Company to prevent any compromise of the independence of WTW’s executive compensation services. o Neither WTW’s lead executive compensation advisor for our engagement nor any member of that lead advisor’s team participates in any activities related to the brokerage services provided by the WTW brokerage services affiliate to the Company. Individuals who are not part of the executive compensation consulting team for our Compensation Committee (other than designated quality reviewers) are precluded from involvement in the development of recommendations regarding the compensation of the Company’s executive officers and directors.

  52. The Role of the Compensation Consultant

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  53. The Role of the Compensation Consultant

    WTW executive compensation consultants who advise our Compensation Committee on the compensation of executive officers and directors may not serve in broader relationship-management roles for our Company. The compensation paid to WTW executive compensation consultants is not directly tied to the fees paid, or to the expansion of the fees paid, by the Company, and the WTW executive compensation advisors receive no direct incentives based on other WTW services to the Company. ✓ WTW’s executive compensation associates are subject to their comprehensive Code of Business Conduct, which addresses conflicts of interest, and in that regard, WTW has represented that (i) the advice rendered by WTW to our Compensation Committee is not influenced by any other WTW work for the Company and (ii) the executive compensation consulting approaches that WTW follows and conclusions they reach are unaffected by the number or magnitude of any other services WTW provides to the Company. ✓ Company management purchases the brokerage services from the WTW brokerage services affiliate in the ordinary course of business, and manages the relationship with that affiliate, without involvement of our Compensation Committee.

  54. Competitive Market Data

    Competitive Market Data The Compensation Committee considers competitive market data when making pay determinations for our executive officers, including the NEOs. This is only one of many factors the Committee considers when making pay determinations, and the Committee does not benchmark or target a precise percentile or pay level relative to this information. Instead, the Compensation Committee uses this information as a general guide to determine if our executive compensation levels in the aggregate and by element are within a reasonable range compared with similar companies. The precise nature of our competitive market analysis varies each year based on the needs of the Company and the Compensation Committee in making pay determinations. Generally, the Committee evaluates competitive market practices using data drawn from both a group of peer companies. For purposes of determining 2025 compensation, the Compensation Committee used a peer group comprising the following companies:

  55. Competitive Market Data

    | Company Name (1)(2) | Company Ticker | Revenue ($ MM) Last 4Q as of 09/30/24 (3) | Market Cap ($BB) September 2024 (3) | | Manhattan Associates, Inc. | MANH | $997 | 16.8 | | ACI Worldwide, Inc. | ACIW | 1,529 | 5.3 | | AppFolio, Inc. | APPF | 1,127 | 8.4 | | Aspen Technology, Inc. | AZPN | 1,127 | 14.8 | | Blackbaud, Inc. | BLKB | 1,139 | 4.2 | | Dayforce Inc. | DAY | 1,632 | 9.6 | | Commvault Systems, Inc. | CVLT | 866 | 6.5 | | Dynatrace, Inc. | DT | 1,497 | 15.5 | | Elastic N.V. | ESTC | 1,321 | 7.7 | | Fair Isaac Corporation | FICO | 1,653 | 47.0 | | Guidewire Software, Inc. | GWRE | 980 | 15.0 | | HubSpot, Inc. | HUBS | 2,394 | 27.0 | | Paylocity Holding Corporation | PCTY | 1,403 | 9.1 | | PTC Inc. | PTC | 2,219 | 21.1 | | Qualys, Inc. | QLYS | 581 | 4.7 | | Q2 Holdings, Inc. | QTWO | 655 | 4.7 | | Smartsheet Inc. | SMAR | 1,042 | 7.7 | | SPS Commerce, Inc. | SPSC | 584 | 7.2 | | Tyler Technologies, Inc. | TYL | 2,029 | 24.7 | | Workiva Inc. | WK | 678 | 4.2 |

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  57. Competitive Market Data

    Ceridian HCM changed named to Dayforce, Inc. For the 2025 market analysis used in establishing target executive compensation for 2026, the Committee approved changes to the peer group adding Bentley Systems and removing Aspen Technology and Smartsheet (both companies had been acquired). (3) Revenue and market cap data from S&P Capital IQ as reported on 9/30/24; market cap based on average closing stock price during September 2024. The Compensation Committee annually reviews pay and performance data from the compensation peer group as well as pay data from various compensation surveys. Both the peer group and survey data included companies that were comparable to the Company with respect to revenue level, market capitalization, industry segment, and competitive employment market. The specific peer companies, survey sources, and forms of analysis change from year to year based on the best available data and the key priorities of the Compensation Committee. The Committee considered this information along with other relevant information, such as the Company’s performance and that of each executive officer. Our CEO also presented recommendations to the Compensation Committee for our executive officers (other than himself). No other executive officer has direct input to the Compensation Committee regarding the compensation of the NEOs.

  58. Principal Elements of Executive Compensation

    Principal Elements of Executive Compensation We compensate our executive officers with a combination of base salary and short and long-term incentives designed to focus their efforts on maximizing both our short and long-term financial performance. The executive compensation program includes the following: (i) base salary, (ii) annual cash bonus, (iii) long-term incentive compensation in the form of equity awards, and (iv) other benefits. Each executive officer’s compensation package is designed to provide a mix of these elements, which the Compensation Committee believes provides a level of compensation roughly equivalent to that paid by companies of similar size and complexity and that balances short-term and long-term performance and reward objectives.

  59. Annual Cash Bonus Program

    Annual Cash Bonus Program The following table sets forth each NEO’s target annual cash bonus, payout amount, and payout percentage actually earned in 2025.

  60. Annual Cash Bonus Program

    | | | 2025 Annual Cash Bonus Program Target vs. Payout | | | | Name | Title | Target | Payout | Payout % (1) | | Eric A. Clark (2) | President and Chief Executive Officer, and Director | 706,667 | 835,375 | 118% | | Dennis B. Story | EVP, Chief Financial Officer, and Treasurer | 395,000 | 466,100 | 118% | | Bruce S. Richards | SVP, Chief Legal Officer, and Secretary | 245,000 | 289,100 | 118% | | Robert G. Howell | EVP, Chief Sales Officer | 428,000 | 505,040 | 118% | | J. Stewart Gantt | EVP, Professional Services | 371,000 | 437,780 | 118% |

  61. Annual Cash Bonus Program

    ________________________________________________________________________________________ (1) See the table entitled “Annual Cash Bonus Program Design for 2025” on page 40 to see how we calculate the 2025 annual bonus. (2) Mr. Clark's target bonus was pro-rated based on his days of employment in 2025. The target annual cash incentive opportunity as a percent of annual base salary for each of our NEOs in fiscal year 2025 was as follows:

  62. Annual Cash Bonus Program

    | Name | Fiscal Year 2024 Target Annual Incentive as Percent of Base Salary (%) | Year Over Year Percentage Change | Fiscal Year 2025 Target Annual Incentive as Percent of Base Salary (%) | | Eddie Capel | 100% | -100% | 0% | | Eric A. Clark | N/A | N/A | 100% | | Dennis B. Story | 77% | 1% | 78% | | Bruce S. Richards | 61% | 1% | 62% | | Robert G. Howell | 100% | -3% | 97% | | J. Stewart Gantt | 82% | 2% | 84% |

  63. Annual Cash Bonus Program

    The purpose of the Company’s annual cash bonus program is to align short-term incentive bonuses with the achievement of annual corporate performance. Each plan participant has a target bonus, which is expressed as a percentage of their base salary, and the actual bonus they receive is based on the Company’s level of achievement against three performance measures.

  64. Annual Performance-based Metrics

    Annual Performance-based Metrics For all the NEOs, as well as all other employee participants in the program during 2025, the Compensation Committee used Target Revenue, New Cloud Bookings, and AOI as the corporate performance measures to determine the performance-based compensation (see definitions below). The Compensation Committee believes the combination of Target Revenue, New Cloud Bookings, and AOI creates the proper balance for motivating and rewarding profitable growth in the near-term that will translate into strong returns for

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  66. Annual Performance-based Metrics

    shareholders over the long-term. The Compensation Committee excluded individual performance from the performance-based compensation measures for all program participants to focus and reward the team for collectively achieving our overall financial objectives. For purposes of the 2025 performance-based compensation (cash bonus and performance-based RSUs), for all plan participants: As defined in the program, “Target Revenue” is, in effect, consolidated revenue excluding revenue from hardware sales and billed travel, to minimize risk of low margin revenue lines skewing incentive plan payout percentages. ✓ As defined in the program, New Cloud Bookings quantifies or credits new cloud subscription transactions. For bonus purposes, this measure is calculated as the total new bookings value of all new contracts for cloud solutions closed during the period. ✓ As defined in the program, AOI excludes the following items from GAAP operating income: amortization of intangible assets, equity-based compensation expenses, an unusual health insurance claim, restructuring charges, and asset impairment charges and related recoveries. For 2025, the exclusions necessary were equity-based compensation expenses and an unusual health insurance claim. ✓ Consistent with prior years, all results were determined on a constant currency basis (i.e., actual financial results are translated to U.S. dollars at budgeted U.S. dollar exchange rates). Regarding our use of AOI, we use AOI to evaluate our overall business performance, and we believe AOI is useful for us, and our investors, when assessing our performance versus other software companies. Our January 27, 2026, earnings press release, attached to our Current Report on Form 8-K of the same date, included a full reconciliation from 2025 GAAP operating income to 2025 AOI (non-GAAP operating income). Regarding the establishment of the specific Target Revenue, New Cloud Bookings, and AOI performance measures for 2025, the Compensation Committee reviewed and considered senior management’s proposed 2025 budget and the critical assumptions underlying the final budget. In preparing the budget, senior management considered a variety of factors, including but not limited to: global economic trends, our business transition to cloud solutions, supply chain management information-technology investment and growth trends as published by leading industry analysts, the competitive position of our software products, the level of investment in product development needed to maintain sustainable competitive advantage, and historical financial performance. Senior management considers those factors in the context of the key objective of extending the Company’s position as a leading global supply chain commerce solutions provider. The Compensation Committee also considered the degree of difficulty and probability of achieving the performance levels and set these levels so that the relative difficulty of achieving them were consistent with prior years. For the 2025 performance-based compensation, the Compensation Committee weighted the corporate performance measures as follows: Target Revenue – 25%; New Cloud Bookings – 25%; AOI – 50%. For each measure, the Committee established performance ranges, with each range having a minimum performance threshold, performance target, and performance maximum. For each performance measure, achievement at the performance target pays out 100% of a target bonus payout for that measure, achievement at or below the minimum performance threshold pays out zero for that measure, and achievement at or above the performance maximum pays out 175% of the target payout for that measure. We determine the percentage for achievement between the minimum performance threshold and target, or between target and the performance maximum, by linear interpolation. The annual percentage under the plan is the weighted average of the performance percentages for the three performance measures. The Compensation Committee has discretion to adjust final amounts, which it did not exercise in 2025. For 2025, as in prior years, the Committee established quarterly minimum performance thresholds and targets adding up to the annual thresholds and targets for the performance-based compensation, so that plan participants could earn and receive interim quarterly cash bonus installments, provided that those payments could not exceed the respective quarterly targets. Because of that, it was possible plan participants could receive some level of cash bonus even if full-year minimum thresholds ultimately were not met, and it was possible that, if the annual target performance levels were achieved, the final quarterly cash bonus installment could exceed target for the final quarter. Unlike the cash bonus quarterly installments, the performance-based RSUs are awarded on an annual basis based on the annual percentage achieved. For 2025, the Committee also established mid-year performance-based RSUs for plan participants, excluding the CEOs, equal to 25% of the grant value of the participant's 2025 annual performance-based RSUs. The Committee established performance thresholds based on the second half of 2025, as detailed in the mid-year metrics table below. The mid-year performance-based RSUs vest on the same dates as the 2025 annual performance-based RSUs.

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  68. Annual Performance-based Metrics

    The following table provides the 2025 annual performance-based payout levels as a percentage of the performance targets for Target Revenue, New Cloud Bookings, and AOI.

  69. Annual Performance-based Metrics

    | Annual Performance-based Metrics for 2025 | | | | | | | | Amount | Participant Bonus Payout % of Target | Actual Payout % Earned | Payout Weight | Weighted Actual Payout % Earned | | Target Revenue ($ in millions) - Weighting 25% | | | | | | | Threshold goal | $972.0 | 0% | | | | | Target goal | 1,034.5 | 100% | | | | | Maximum goal | 1,096.0 | 175% | | | | | 2025 Bonus Revenue - Earned | $1,031.4 | | 95% | 25% | 23.8% | | New Cloud Bookings - Weighting 25% | | | | | | | 2025 Bonus New Cloud Bookings - Earned | * | | 137% | 25% | 34.2% | | Adjusted Operating Income (AOI) ($ in millions) - Weighting 50% | | | | | | | Threshold goal | $337.0 | 0% | | | | | Target goal | 360.0 | 100% | | | | | Maximum goal | 431.0 | 175% | | | | | 2025 Bonus AOI - Earned | $379.6 | | 121% | 50% | 60.4% | | Total Combined Actual Payout % Earned [(95% x 25%) + (137% x 25%) + (121% x 50%)] = 118% | | | | | 118% |

  70. Annual Performance-based Metrics

    * We do not disclose the New Cloud Bookings performance target and actual level achieved. We believe that disclosure would provide our competitors with insight into our operations, resulting in serious competitive harm. The Compensation Committee set the New Cloud Bookings target based on our historical results, growth rates, and expected future results, and intended for it to require significant effort to achieve.

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  72. Annual Performance-based Metrics

    The following table provides the metrics for the 2025 mid-year performance-based RSUs as a percentage of the performance targets for Target Revenue, New Cloud Bookings, and AOI.

  73. Annual Performance-based Metrics

    | Mid-year Performance-based Metrics for 2025 | | | | | | | | Amount | Participant Bonus Payout % of Target | Actual Payout % Earned | Payout Weight | Weighted Actual Payout % Earned | | Target Revenue ($ in millions) - Weighting 25% | | | | | | | Threshold goal | $492.6 | 0% | | | | | Target goal | 524.5 | 100% | | | | | Maximum goal | 555.3 | 175% | | | | | 2025 Bonus Revenue - Earned | $516.9 | | 76% | 25% | 19.1% | | New Cloud Bookings - Weighting 25% | | | | | | | 2025 Bonus New Cloud Bookings - Earned | * | | 117% | 25% | 29.3% | | Adjusted Operating Income (AOI) ($ in millions) - Weighting 50% | | | | | | | Threshold goal | $173.6 | 0% | | | | | Target goal | 188.0 | 100% | | | | | Maximum goal | 223.5 | 175% | | | | | 2025 Bonus AOI - Earned | $189.2 | | 102% | 50% | 51.2% | | Total Combined Actual Payout % Earned [(76% x 25%) + (117% x 25%) + (102% x 50%)] = 100% | | | | | 100% |

  74. Annual Performance-based Metrics

    * We do not disclose the New Cloud Bookings performance target and actual level achieved. We believe that disclosure would provide our competitors with insight into our operations, resulting in serious competitive harm. The Compensation Committee set the New Cloud Bookings target based on our historical results, growth rates, and expected future results, and intended for it to require significant effort to achieve.

  75. Long-term Incentive Compensation

    Long-term Incentive Compensation The following table sets forth each NEO’s target annual long-term incentive opportunity, earned amounts at December 31, 2025, and change in total value percentages in 2025. The closing market price of the Company’s Common Stock on December 31, 2025, was $173.31, representing a 36% decrease since December 31, 2024, and compares to a return of 21% for the NASDAQ Composite and 29% for the NASDAQ Computer Index.

  76. Long-term Incentive Compensation

    | 2025 Long-Term Incentive Compensation Target vs. Payout | | | | | | | | | | Target (1) | | | Earned Value at 12/31/2025 (2) | | | % Change | | Name | RSU (3) | PSU (4) | Total | RSU (3) | PSU (4) | Total | Total | | Eddie Capel | $4,799,866 | $4,800,151 | $9,600,017 | $2,919,234 | $3,444,883 | $6,364,117 | -34% | | Eric A. Clark | 2,499,993 | 2,500,175 | 5,000,168 | 2,381,279 | 2,810,048 | 5,191,327 | 4% | | Dennis B. Story | 2,857,508 | 2,857,736 | 5,715,244 | 1,826,514 | 2,075,734 | 3,902,248 | -32% | | Bruce S. Richards | 1,089,717 | 1,089,945 | 2,179,662 | 696,533 | 791,680 | 1,488,213 | -32% | | Robert G. Howell | 3,140,010 | 3,140,522 | 6,280,532 | 2,007,103 | 2,281,106 | 4,288,209 | -32% | | J. Stewart Gantt | 3,140,010 | 3,140,522 | 6,280,532 | 2,007,103 | 2,281,106 | 4,288,209 | -32% |

  77. Long-term Incentive Compensation

    ______________ (1) These columns represent the aggregate grant date fair value for service-based and performance-based RSU awards in 2025. We determined these award fair values based the closing market price of the Company’s Common Stock on the date of grant, which were $284.96 as of January 23, 2025 for annual grants, except for Mr. Clark's annual awards which were $181.95 as of February 12, 2025; and $227.94 as of July 30th, 2025 for mid-year grants for NEOs other than the CEOs. (2) These columns represent amounts earned, valued at $173.31, the closing market price of the Company’s Common Stock on December 31, 2025. We achieved a payout of 118% and 100% of the target for the annual and mid-year performance-based components of our long-term equity program, respectively. The service-based and performance-based RSUs vest in four equal annual installments commencing in the year following the date of grant. (3) Represents service-based restricted stock units. (4) Represents performance-based restricted stock units, sometimes referred to in this Proxy Statement as PSUs. We use equity awards to provide incentives to improve our financial performance and to assist in the recruitment, retention, and motivation of professional, managerial, and other personnel. These long-term incentives are designed to align the interests of our

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  79. Long-term Incentive Compensation

    executive officers and other employee plan participants with those of our shareholders to enhance our overall value, the market price of the Common Stock, and as a result, our shareholders’ return. In addition, the vesting of equity incentives over time is designed to create an incentive for our people to remain with us. We grant RSUs to our executive officers and select other employees on an ongoing basis to provide continuing incentives to them to meet future performance goals and to remain with the Company. Equity-based compensation is an important component of our executive compensation program. In setting the form and level of the equity awards for the NEOs, the Compensation Committee considers the CEO’s recommendations, the executive officer’s performance, and a variety of other factors including: Market-competitive levels of total compensation, particularly for our peer group ✓ Market-competitive levels and forms of equity-based compensation ✓ Alignment with company performance and shareholder value ✓ The retention strength provided by outstanding and unvested equity awards held by the executives ✓ Global macro-economic conditions ✓ Our recent performance and trends ✓ The executive’s recent performance and potential future contribution ✓ The resulting annual grant rate from all awards ✓ The availability of shares under our shareholder approved equity plan ✓ Our cost and its alignment with participant value There is no precise formula or weighting applied to these factors as changing business conditions, competitive market practices, and regulations necessitate differing priorities to maximize effectiveness while minimizing cost and dilution. During 2025, the Company granted to the NEOs an aggregate of 75,446 RSUs, 50% service-based and 50% performance-based. In approving the individual award levels for the annual and mid-year NEO grants, the Compensation Committee also reviewed aggregate grant levels for all recipients to ensure the grant rate was within competitive norms and sustainable over time. The annual awards granted in 2025 vest in four equal annual increments starting on or about the first anniversary of the grant date, with the performance portion tied to the same Target Revenue, New Cloud Bookings, and AOI performance measures and ranges for fiscal year 2025, as established for the annual cash bonus plan discussed above. The mid-year awards granted in 2025 vest over the same period as the 2025 annual awards, with the performance portion tied to the Target Revenue, New Cloud Bookings, and AOI performance measures and ranges for the second half of 2025. Our performance goals are focused on internal key financial metrics that drive long-term value creation, such as Target Revenue, New Cloud Bookings, and AOI. Our past financial performance demonstrates, and we fully expect, that meeting these metrics will over time translate into increased shareholder value. For equity-based awards, our share price ultimately should reflect whether we have executed this strategy successfully, and we intend that the four-year vesting schedule for equity grants will ensure our officers maintain a long-term perspective. A look at our historical stock prices over the last 10 years shows a growth rate of 162%, from a stock price of $66.17 on December 31, 2015, to $173.31 on December 31, 2025, after giving effect to stock splits during this period. We believe this growth demonstrates that the achievement of our performance goals over this period resulted in creation of long-term value for our shareholders. Our long-term strategy emphasizes continued growth through a capital allocation approach coupling investment in innovation with a disciplined return of capital to shareholders self-funded through free cash flow. We intend the performance-based RSUs primarily to provide our executive officers with incentives to improve our performance, as they benefit from these awards only if we meet the pre-established financial goals specified in the awards in the year granted. Executive officers earn the 2025 performance-based RSU awards, in whole or in part, based on our attainment of the same annual Target Revenue, NACV, and AOI performance goals as established for the 2025 annual cash bonus program. For 2025, the Compensation Committee weighted the corporate performance measures as follows: Target Revenue – 25%; New Cloud Bookings – 25%; AOI – 50%. For each measure, the Committee established performance ranges, with each range having a minimum performance threshold, target threshold, and performance maximum. For each performance measure, achievement at the target threshold results in the executive earning 100% of the number of performance-based RSUs granted to them, achievement at or below the minimum performance threshold results in the executive earning zero performance-based RSUs for that measure, and achievement at or above the performance maximum results in the executive earning 175% of the number of performance-based RSUs granted. We determine the percentage of the performance-based RSUs earned for achievement between the minimum performance threshold and target, or between target and the performance maximum, by linear interpolation. The total percentage of performance-based RSUs earned is the

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  81. Long-term Incentive Compensation

    weighted average of the performance percentages for the three performance measures. Under the 2025 program, for an executive to earn any of their performance-based RSUs, we were required to exceed one or more of the minimum performance thresholds. Based on our financial performance in 2025, the named executive officers earned 118% and 100% of the annual and mid-year granted performance-based RSUs, respectively. The minimum performance threshold, performance target, and performance maximum for the annual and mid-year 2025 performance measures, as well as our actual performance, are the same as set forth in the tables “Annual Performance-based Metrics for 2025” and “Mid-year Performance-based Metrics for 2025.” Perquisites and Other Personal Benefits. Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide perquisites or other personal benefits to our executive officers, including the NEOs, except in situations where we believe it is appropriate to assist an individual in the performance of their duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. If an executive officer or other employee qualifies to attend our annual sales-oriented President’s Club event and incurs an income tax liability associated with their attendance and the attendance of their spouse, we provide a tax “gross-up” payment to offset that liability. During 2025, we provided a tax gross-up payment with respect to this event to Messrs. Capel and Howell. Health and Welfare Benefits. We offer standard Company health and welfare benefits to the NEOs as a safety net against the financial catastrophes that can result from illness, disability, or death. The benefits offered to the NEOs are substantially the same as those offered to all our regular employees, except that certain of the NEOs have been provided an arrangement under which the Company pays the premiums on term life insurance on their lives during their continued employment with the Company. During 2025, we paid term life insurance premiums, including income tax “gross-ups” with respect to those premiums, for Messrs. Capel, Story, Richards, Howell, and Gantt. Our tax-qualified deferred-compensation Section 401(k) Savings Plan covers all our eligible full-time employees. Under the plan, participants may elect to contribute, through salary deductions, up to 60% of their annual compensation, subject to a maximum of $23,500, or $30,500 for employees who are at least 50 years old. We provide 50% matching contributions up to the first 6% of salary contributed under the plan. The plan is designed to qualify under Section 401 of the Internal Revenue Code so that our employees’ and our contributions, and income earned on those contributions, are not taxable to employees until withdrawn from the plan, and so that the Company’s contributions are deductible when made. We do not provide any form of non-qualified deferred compensation program.

  82. Employment Agreements

    Employment Agreements Messrs. Capel, Clark, Story, Richards, Howell, and Gantt, are all parties to employment agreements with the Company. (Mr. Capel’s agreement was amended effective February 2025 in conjunction with his departure from the President and Chief Executive Officer role as described above under “Executive Compensation—Compensation Discussion and Analysis—Compensation of our Chief Executive Officer.”) The NEOs’ employment agreements are substantially identical, except for their job titles and their stated specific annual base salaries and bonus target amounts. Each agreement provides that the NEO will be (i) paid an annual base salary, (ii) eligible for an annual performance-based bonus, (iii) eligible for equity awards that reflect their position, duties, and responsibilities, (iv) eligible to participate in all other benefit plans, programs, and arrangements generally available to executives of the Company, (v) provided an indemnification agreement, under which the Company will indemnify the executive to the full extent permitted by law with respect to any claim arising out of the executive’s service as an officer, director, or employee of the Company, and (vi) covered by a director and officers liability insurance policy. As set forth in the agreements, the minimum annual base salaries of Messrs. Capel, Clark, Story, Richards, and Howell, and Gantt, are $507,500, $800,000, $402,000, $320,000, $323,000, and $315,000, respectively. Each NEO’s annual base salary is subject to increases or decreases at the discretion of the Board or Compensation Committee. Each agreement further provides that the NEO or the Company may terminate that officer’s employment at any time. If the Company terminates the NEO’s employment for reasons other than death, disability, or “cause” (as defined in the agreement) or if there is a “constructive termination” of the executive officer’s employment (as defined in the agreement), the officer will be entitled to certain severance payments and benefits. Those payments and benefits are described below in the section entitled Potential Payments upon

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  84. Employment Agreements

    Termination, and that section also contains an estimate of the potential payments and benefits payable under these arrangements assuming a termination as of the end of 2025. In general, severance payments to a NEO are limited such that they will not receive any “parachute payment” as described in Sections 280G and 4999 of the Internal Revenue Code. The NEO is required to provide the Company with a general release of all claims to receive any severance payments or benefits. The agreements contain provisions requiring the NEO to protect the proprietary and confidential information of the Company. In addition, for a period of 12 months after termination of employment for any reason (or, if later, the last date any severance payments are due), the NEO agrees not to solicit the Company’s customers or solicit or hire away the Company’s employees and is prohibited from performing duties of the type performed for the Company for a competing business owned by any of a designated group of companies. The NEO also agrees to assign to the Company all patents, inventions, copyrights, and other intellectual property developed by them in the course of their employment.

  85. Equity Award Timing Policies

    Equity Award Timing Policies

  86. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth, for the three years ended December 31, 2025, the total compensation earned by the named executive officers.

  87. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Eddie Capel | 2025 | $543,750 | - | $9,600,017 | - | $58,093(6) | $10,201,860 | | Executive Chairman of the Board; | 2024 | 725,000 | - | 9,100,094 | $920,750 | 43,831 | 10,789,675 | | Former President and Chief Executive Officer | 2023 | 700,000 | - | 8,500,111 | 1,113,900 | 49,445 | 10,363,456 | | Eric A. Clark | 2025 | $710,000 | $2,100,000 | $13,000,328 | $835,375 | $51,825(7) | $16,697,528 | | President and Chief Executive Officer | | | | | | | | | Director | | | | | | | | | Dennis B. Story | 2025 | $507,250 | - | $5,715,244 | $466,100 | $23,410(8) | $6,712,004 | | Executive Vice President, Chief | 2024 | 493,000 | - | 1,950,114 | 482,600 | 35,369 | 2,961,083 | | Financial Officer, and Treasurer | 2023 | 473,000 | - | 1,850,037 | 576,700 | 34,856 | 2,934,593 | | Bruce S. Richards | 2025 | $398,250 | - | $2,179,662 | $289,100 | $10,386(9) | $2,877,398 | | Senior Vice President, Chief | 2024 | 387,000 | - | 700,024 | 299,720 | 35,319 | 1,422,063 | | Legal Officer, and Secretary | 2023 | 367,000 | - | 660,105 | 355,500 | 34,836 | 1,417,441 | | Robert G. Howell | 2025 | $439,000 | - | $6,280,532 | $505,040 | $43,201(10) | $7,267,773 | | Executive Vice President, | 2024 | 410,000 | - | 1,600,210 | 523,240 | 34,916 | 2,568,366 | | Chief Sales Officer | 2023 | 390,000 | - | 1,500,020 | 620,940 | 34,401 | 2,545,361 | | J. Stewart Gantt | 2025 | $443,750 | - | $6,280,532 | $437,780 | $25,157(11) | $7,187,219 | | Executive Vice President, | 2024 | 425,000 | - | 1,500,020 | 482,600 | 25,060 | 2,432,680 | | Professional Services | 2023 | 385,000 | - | 1,150,002 | 576,700 | 24,706 | 2,136,408 |

  88. 2025 Summary Compensation Table

    ______________ (1) 2025 salary increases for NEOs, excluding our CEOs, were effective April 1, 2025, in contrast to prior years where annual salary increases were effective January 1. (2) The amounts in this column represent special cash bonuses for Mr. Clark's appointment to CEO, which include (i) $100,000 relocation bonus and (ii) $3,000,000 bonus paid in 3 equal installments on February 14th, 2025; July 14th, 2025; and February 14th, 2026, of which $2,000,000 was paid in 2025. (3) The amounts in this column represent the aggregate grant date fair value for the stock awards (service-based and performance-based RSUs) granted in accordance with ASC Topic 718. We determined these fair values based on the assumptions set forth in the Company’s 2025 Annual Report on Form 10-K (Note 2, Equity-Based Compensation). Assuming the highest level of performance is achieved under the applicable performance conditions, the maximum grant date fair value of the performance-based RSUs granted to the NEOs in 2025 is: (i) in the case of Mr. Capel, $8,400,335; (ii) in the case of Mr. Clark, $4,375,352; (iii) in the case of Mr. Story, $5,001,038; (iv) in the case of Mr. Richards, $1,907,418; (v) in the case of Mr. Howell, $5,496,113; (vi) and in the case of Mr. Gantt, $5,496,113. (4) Represent amounts earned under our annual cash bonus program in the applicable year, regardless of whether we paid those amounts prior to the end of such year. (5) The amounts in this column represent the Section 401(k) matching or similar Company contribution, tax “gross-up” payments on behalf of NEOs as discussed in the Compensation Discussion and Analysis section, and company-paid term life insurance premiums for the benefit of Messrs. Capel, Clark, Story, Richards, Howell, and Gantt. (6) This amount represents: (i) the Company’s contributions to Mr. Capel’s account under its Section 401(k) plan in the amount of $10,500; (ii) Company-paid term life insurance premiums in the amount of $15,169; and (iii) tax "gross-up" payments in the amount of $32,424. (7) This amount represents: (i) the Company’s contributions to Mr. Clark's account under its Section 401(k) plan in the amount of $10,500; (ii) Company-paid term life insurance premiums in the amount of $25,064; and (iii) tax "gross-up" payments in the amount of $16,262. (8) This amount represents: (i) the Company’s contributions to Mr. Story’s account under its Section 401(k) plan in the amount of $10,500; (ii) Company-paid term life insurance premiums in the amount of $7,160; and (iii) tax "gross-up" payments in the amount of $5,750. (9) This amount represents the Company’s contributions to Mr. Richards’s account under its Section 401(k) plan in the amount of $10,386. (10) This amount represents: (i) the Company’s contributions to Mr. Howell’s account under its Section 401(k) plan in the amount of $10,500; (ii) Company-paid term life insurance premiums in the amount of $6,910; and (iii) tax "gross-up" payments in the amount of $25,791. This amount represents the Company’s contributions to Mr. Gantt's account under its Section 401(k) plan in the amount of $10,500; (ii) Company-paid term life insurance premiums in the amount of $8,129; and (iii) tax "gross-up" payments in the amount of $6,528.

  89. 2025 Summary Compensation Table

    | | 46 |

  90. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table provides information about our 2025 annual cash bonus opportunities and the equity awards granted to our named executive officers during the year ended December 31, 2025.

  91. 2025 Grants of Plan-Based Awards Table

    | Plan-Based Compensation | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | All Other Stock Awards: Number of Stock | Grant Date Fair Value of Stock | | Name | Award Type | Grant Date | Target ($) | Maximum ($) | Target (#) | Maximum (#) | Units(3) (#) | Awards(4) ($) | | Eddie Capel | Cash Bonus | 1/23/2025 | - | - | - | - | - | - | | | Service-based RSUs | 1/23/2025 | - | - | - | - | 16,844 | 4,799,866 | | | Performance-based RSUs | 1/23/2025 | - | - | 16,845 | 29,479 | - | 4,800,151 | | Eric A. Clark | Cash Bonus | 2/12/2025 | 706,667 | 1,236,667 | - | - | - | - | | | Service-based RSUs | 2/12/2025 | - | - | | | 13,740 | 2,499,993 | | | Performance-based RSUs | 2/12/2025 | - | - | 13,741 | 24,047 | - | 2,500,175 | | | Special Service-based RSUs | 2/12/2025 | - | - | - | - | 43,969 | 8,000,160 | | Dennis B. Story | Cash Bonus | 1/23/2025 | 395,000 | 691,250 | - | - | - | - | | | Service-based RSUs | 1/23/2025 | - | - | - | - | 7,984 | 2,275,121 | | | Performance-based RSUs | 1/23/2025 | - | - | 7,984 | 13,972 | - | 2,275,121 | | | Service-based RSUs | 7/30/2025 | - | - | - | - | 2,555 | 582,387 | | | Performance-based RSUs | 7/30/2025 | - | - | 2,556 | 4,473 | - | 582,615 | | Bruce S. Richards | Cash Bonus | 1/23/2025 | 245,000 | 428,750 | - | - | - | - | | | Service-based RSUs | 1/23/2025 | - | - | - | - | 3,045 | 867,703 | | | Performance-based RSUs | 1/23/2025 | - | - | 3,045 | 5,329 | - | 867,703 | | | Service-based RSUs | 7/30/2025 | - | - | - | - | 974 | 222,014 | | | Performance-based RSUs | 7/30/2025 | - | - | 975 | 1,706 | - | 222,242 | | Robert G. Howell | Cash Bonus | 1/23/2025 | 428,000 | 749,000 | - | - | - | - | | | Service-based RSUs | 1/23/2025 | - | - | - | - | 8,773 | 2,499,954 | | | Performance-based RSUs | 1/23/2025 | - | - | 8,774 | 15,355 | - | 2,500,239 | | | Service-based RSUs | 7/30/2025 | - | - | - | - | 2,808 | 640,056 | | | Performance-based RSUs | 7/30/2025 | - | - | 2,809 | 4,916 | - | 640,283 | | J. Stewart Gantt | Cash Bonus | 1/23/2025 | 371,000 | 649,250 | - | - | - | - | | | Service-based RSUs | 1/23/2025 | - | - | - | - | 8,773 | 2,499,954 | | | Performance-based RSUs | 1/23/2025 | - | - | 8,774 | 15,355 | - | 2,500,239 | | | Service-based RSUs | 7/30/2025 | - | - | - | - | 2,808 | 640,056 | | | Performance-based RSUs | 7/30/2025 | - | - | 2,809 | 4,916 | - | 640,283 |

  92. 2025 Grants of Plan-Based Awards Table

    _________________ These columns represent the target and maximum annual cash bonus opportunities under the Company’s annual cash bonus program for 2025. Refer to page 38 for discussion of the Company’s annual cash bonus program. Based on our financial performance in 2025, the NEOs earned 118% of the annual cash bonus target. The actual cash bonuses paid to the NEOs for 2025 are set forth in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

  93. 2025 Grants of Plan-Based Awards Table

    | | 47 |

  94. 2025 Grants of Plan-Based Awards Table

    These columns represent the performance-based RSUs granted to the NEOs during 2025 pursuant to the Company’s 2020 Equity Incentive Plan, shown both at the target and maximum performance levels. Refer to page 40 for discussion of the Company’s Equity Incentive Plan. Based on our financial performance in 2025, the NEOs earned 118% and 100% of the annual and mid-year performance-based RSUs, respectively, which vest in four equal annual installments commencing in the year following the date of the annual grant. This column represents service-based RSUs granted to the NEOs during 2025 under the company’s 2020 Equity Incentive Plan. This column represents the grant date fair value for performance-based and service-based RSU awards in accordance with ASC Topic 718. We determined these fair values based on the closing market price of the Company’s Common Stock on the date of grant.

  95. 2025 Grants of Plan-Based Awards Table

    | | 48 |

  96. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The following table summarizes the equity awards of our named executive officers outstanding as of December 31, 2025. We determined the market value of unvested stock awards based on the closing market price for our Common Stock of $173.31 per share on December 31, 2025.

  97. 2025 Outstanding Equity Awards at Fiscal Year-End

    | Outstanding Equity Awards at Fiscal Year End | | | | | | | Stock Awards (1) | | | Name | Grant Date | Number of Shares or Stock Units That Have Not Vested (#) | Market Value of Shares or Stock Units That Have Not Vested ($) | | Eddie Capel | 1/27/2022 | 13,854 | 2,401,037 | | | 1/27/2022 | 16,862(5) | 2,922,353 | | | 1/26/2023 | 43,391 | 7,520,094 | | | 1/25/2024 | 35,490 | 6,150,772 | | | 1/23/2025 | 33,689(2) | 5,838,641 | | Eric A. Clark | 2/12/2025 | 29,680(2) | 5,143,841 | | | 2/12/2025 | 27,481(3) | 4,762,732 | | Dennis B. Story | 1/27/2022 | 4,182 | 724,782 | | | 1/27/2022 | 16,862(5) | 2,922,353 | | | 1/26/2023 | 9,445 | 1,636,913 | | | 1/25/2024 | 7,607 | 1,318,369 | | | 1/23/2025 | 7,194(2) | 1,246,792 | | | 1/23/2025 | 8,774(6) | 1,520,622 | | | 7/30/2025 | 5,111(4) | 885,787 | | Bruce S. Richards | 1/27/2022 | 1,507 | 261,178 | | | 1/27/2022 | 5,060(5) | 876,949 | | | 1/26/2023 | 3,370 | 584,055 | | | 1/25/2024 | 2,731 | 473,310 | | | 1/23/2025 | 2,580(2) | 447,140 | | | 1/23/2025 | 3,510(6) | 608,318 | | | 7/30/2025 | 1,949(4) | 337,781 | | Robert G. Howell | 1/27/2022 | 3,466 | 600,692 | | | 1/27/2022 | 14,052(5) | 2,435,352 | | | 1/26/2023 | 7,658 | 1,327,208 | | | 1/25/2024 | 6,242 | 1,081,801 | | | 1/23/2025 | 5,896(2) | 1,021,836 | | | 1/23/2025 | 11,651(6) | 2,019,235 | | | 7/30/2025 | 5,617(4) | 973,482 | | J. Stewart Gantt | 1/27/2022 | 2,628 | 455,459 | | | 1/27/2022 | 14,052(5) | 2,435,352 | | | 1/26/2023 | 5,873 | 1,017,850 | | | 1/25/2024 | 5,850 | 1,013,864 | | | 1/23/2025 | 5,896(2) | 1,021,836 | | | 1/23/2025 | 11,651(6) | 2,019,235 | | | 7/30/2025 | 5,617(4) | 973,482 |

  98. 2025 Outstanding Equity Awards at Fiscal Year-End

    _________________ (1) RSU awards vest in accordance with the schedules set forth below. These amounts represent, as of December 31, 2025, the sum of annual awards, which include (i) outstanding RSUs that were service-based when granted, and (ii) outstanding RSUs that were performance-based when granted, which, as of December 31, 2025, were earned at 118% of target, based on the level of achievement of the applicable performance measures.

  99. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | 49 |

  100. 2025 Outstanding Equity Awards at Fiscal Year-End

    These amounts represent, as of December 31, 2025, the sum of outstanding service-based RSUs that were granted to Mr. Clark as a new hire award. Those RSUs vest as follows, so long as he remains employed with the Company on the applicable vesting date: 33% in February 2025; 27% in February 2026; 27% in February 2027; 13% in February 2028. These amounts represent, as of December 31, 2025, the sum of mid-year awards, which include (i) outstanding RSUs that were service-based when granted, and (ii) outstanding RSUs that were performance-based when granted, which, as of December 31, 2025, were earned at 100% of target, based on the level of achievement of the applicable performance measures. (5) In January 2022, the Compensation Committee approved a special retention grant of service-based RSUs to members of our executive team, including our NEOs, excluding Mr. Clark. The Committee intended that grant, which vests over four years, to further motivate our dedicated and experienced executive team to remain with the Company to best ensure continued execution of our transition to a cloud-first Company. Those RSUs vest as follows, so long as the executive either (i) remains employed with the Company or (ii) agrees to an amended employment agreement on the applicable vesting date: 10% in January 2024; 20% in January 2025; 30% in January 2026 and 40% in January 2027. (6) In January 2025, the Compensation Committee approved special retention grants of 50% service-based RSUs and 50% performance-based RSUs to members of our executive team, including our NEOs, except our CEOs. These awards follow the same performance measures as the 2025 annual grants and were approved in recognition of the successful achievement of the Company’s overall SaaS transition objectives. Based on our 2025 financial performance, the NEOs earned 118% for special retention performance-based RSUs.

  101. 2025 Outstanding Equity Awards at Fiscal Year-End

    | Stock Awards Vesting Schedule | | | | Name | Grant Date | Vesting | | Eddie Capel | 1/27/2022 | 25% per year for 4 years | | | 1/27/2022 | 10% in Jan. 2024; 20% in Jan. 2025; 30% in Jan. 2026; 40% in Jan. 2027 | | | 1/26/2023 | 25% per year for 4 years | | | 1/25/2024 | 25% per year for 4 years | | | 1/25/2025 | 25% per year for 4 years | | Eric A. Clark | 2/12/2025 | 25% per year for 4 years | | | 2/12/2025 | 33% in Feb. 2025; 27% in Feb. 2026; 27% in Feb. 2027; 13% in Feb. 2028 | | Dennis B. Story | 1/27/2022 | 25% per year for 4 years | | | 1/27/2022 | 10% in Jan. 2024; 20% in Jan. 2025; 30% in Jan. 2026; 40% in Jan. 2027 | | | 1/26/2023 | 25% per year for 4 years | | | 1/25/2024 | 25% per year for 4 years | | | 1/25/2025 | 25% per year for 4 years | | | 7/30/2025 | 25% per year for 3.5 years; same vesting schedule as 1/25/2025 grants | | Bruce S. Richards | 1/27/2022 | 25% per year for 4 years | | | 1/27/2022 | 10% in Jan. 2024; 20% in Jan. 2025; 30% in Jan. 2026; 40% in Jan. 2027 | | | 1/26/2023 | 25% per year for 4 years | | | 1/25/2024 | 25% per year for 4 years | | | 1/25/2025 | 25% per year for 4 years | | | 7/30/2025 | 25% per year for 3.5 years; same vesting schedule as 1/25/2025 grants | | Robert G. Howell | 1/27/2022 | 25% per year for 4 years | | | 1/27/2022 | 10% in Jan. 2024; 20% in Jan. 2025; 30% in Jan. 2026; 40% in Jan. 2027 | | | 1/26/2023 | 25% per year for 4 years | | | 1/25/2024 | 25% per year for 4 years | | | 1/25/2025 | 25% per year for 4 years | | | 7/30/2025 | 25% per year for 3.5 years; same vesting schedule as 1/25/2025 grants | | J. Stewart Gantt | 1/27/2022 | 25% per year for 4 years | | | 1/27/2022 | 10% in Jan. 2024; 20% in Jan. 2025; 30% in Jan. 2026; 40% in Jan. 2027 | | | 1/26/2023 | 25% per year for 4 years | | | 1/25/2024 | 25% per year for 4 years | | | 1/25/2025 | 25% per year for 4 years | | | 7/30/2025 | 25% per year for 3.5 years; same vesting schedule as 1/25/2025 grants |

  102. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | 50 |

  103. 2025 Stock Vested Table

    2025 Stock Vested Table The following table provides information about the value realized by the named executive officers from their stock awards that vested during the year ended December 31, 2025.

  104. 2025 Stock Vested Table

    | Stock Vested | | | | | Stock Awards | | | | Number of | Value | | | Shares Acquired | Realized on | | Name | on Vesting | Vesting | | Eddie Capel | 66,631 | 13,688,735 | | Eric A. Clark | 14,289 | 2,720,768 | | Dennis B. Story | 20,665 | 4,265,579 | | Bruce S. Richards | 7,142 | 1,473,609 | | Robert G. Howell | 16,836 | 3,474,943 | | J. Stewart Gantt | 14,135 | 2,913,824 |

  105. 2025 Stock Vested Table

    | | 51 |

  106. Potential Payments upon Termination of Employment

    Potential Payments upon Termination of Employment Each NEO’s employment agreement provides that, if the Company terminates that officer’s employment for reasons other than death, disability, or “cause” (as defined in the agreement), or if the officer terminates their employment for “constructive termination” (as defined in the agreement), then the officer will be entitled to certain severance payments and benefits. Those payments and benefits are described in footnote 1 to the following table, except that if the termination occurs within two years following a change in control of the Company (as defined in the agreement), those payments and benefits are as described in footnote 2 to the table. The following table shows the estimated amounts that would have been payable to our NEOs under their employment agreements if their termination of employment was effective as of December 31, 2025.

  107. Potential Payments upon Termination of Employment

    | | Cash Severance | Value of Accelerated Stock Vesting | Health Benefits | | Eric A. Clark | | | | | Termination without cause or constructive termination(1) | 800,000 | - | 56,782 | | Change in control with termination without cause or constructive termination(2) | 1,706,667 | 9,906,573 | 56,782 | | Dennis B. Story | | | | | Termination without cause or constructive termination(1) | 512,000 | - | 56,782 | | Change in control with termination without cause or constructive termination(2) | 1,009,500 | 10,255,619 | 56,782 | | Bruce S. Richards | | | | | Termination without cause or constructive termination(1) | 402,000 | - | 56,782 | | Change in control with termination without cause or constructive termination(2) | 710,500 | 3,588,730 | 56,782 | | Robert G. Howell | | | | | Termination without cause or constructive termination(1) | 426,000 | - | 56,782 | | Change in control with termination without cause or constructive termination(2) | 947,000 | 9,459,606 | 56,782 | | J. Stewart Gantt | | | | | Termination without cause or constructive termination(1) | 450,000 | - | 56,782 | | Change in control with termination without cause or constructive termination(2) | 919,000 | 8,937,077 | 56,782 |

  108. Potential Payments upon Termination of Employment

    _________________ (1) The employment agreement for each NEO provides that, if the Company terminates the executive’s employment other than for death, disability or “cause” (as defined in the agreement), or if there is a “constructive termination” of the executive officer’s employment (as defined in the agreement), then, subject to the executive’s delivery of a release of claims and ongoing compliance with the executive’s restrictive covenants and other post-termination obligations, the executive is entitled to receive ongoing payment of 12 months of their then-current base salary and 12 monthly payments of COBRA or its equivalent for the executive officer and their family’s medical and dental benefits, “grossed up” for income tax. (2) The employment agreement for each NEO provides that, if a termination of the executive’s employment occurs entitling the executive officer to receive the payments and benefits described in footnote 1 above, and that termination occurs within twenty-four months of a “change of control” of the Company (as defined in the agreement), then, in addition to the payments and benefits described in footnote 1 above, the executive is entitled to receive (i) a pro rata annual cash bonus for the year of termination through their termination date calculated at the target performance level (to the extent not yet paid), (ii) an annual cash bonus equal to the greater of that executive’s target bonus for the year of termination or the prior year, and (iii) vesting of all outstanding and unvested restricted stock unit awards. Performance-based restricted stock unit awards for which the performance period has not been completed as of the date of the change of control are deemed to have been achieved at the target performance level.

  109. CEO Pay Ratio

    CEO Pay Ratio As required by SEC rules, we provide the following information about the relationship between the annual total compensation of our Chief Executive Officer, Eric A. Clark (“CEO”), and the median annual total compensation of our employees: Our CEO to Median Employee pay ratio is approximately 121:1. We believe this is a reasonable estimate based on the assumptions and adjustments described below. We identified our employee with compensation at the median annual total compensation of all our employees (our “Median Employee”) by examining total cash compensation during the calendar year 2025 (using December 31, 2025, as the “median employee determination date”), including salary or wages (including overtime) and any cash incentive compensation paid in 2025, plus the value of any equity vesting during 2025 under our stock incentive plan, for each employee, excluding our CEO, whom we employed (including those of our consolidated subsidiaries) on December 31, 2025, whether on a full-time, part-time, seasonal, or temporary basis. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the U.S. Department of the Treasury Reporting Rates of Exchange. For non-U.S. employees, we made cost-of-living adjustments using the applicable World Bank Price Level Ratio of Purchasing Power Parity Conversion Factor. For employees hired during 2025, we calculated their salary or wages as if they had been employed for all of 2025. Our total number of employees on December 31, 2025, including U.S. and non-U.S. employees, was approximately 4,348. We did not utilize the de minimis exemption to exclude any non-U.S. employees. After identifying our Median Employee, who was based in the United States, we calculated their annual total compensation using our method for calculating our CEO’s compensation reported in the “Total” column of our 2025 Summary Compensation Table. On February 12, 2025, Mr. Clark succeeded Eddie Capel as CEO. We elected to use Mr. Clark’s total annual compensation as he was our CEO on December 31, 2025, the date we used to identify our Median Employee. To calculate Mr. Clark’s total annual compensation, we used the amounts disclosed in our 2025 Summary Compensation Table for Mr. Clark and made certain reasonable estimates and assumptions regarding the composition of Mr. Clark’s compensation that would have been applicable if he had been employed by us as CEO for all of 2025. We refer to Mr. Clark’s annualized total annual compensation as the “Annualized CEO Compensation.” Since Mr. Clark’s tenure as CEO was for only a portion of 2025, we annualized his full year base salary and his non-equity incentive plan compensation to determine the Annualized CEO Compensation, but we did not annualize the other components of his compensation, as they were not affected by Mr. Clark having been CEO for only a portion of the year. Accordingly, while Mr. Clark’s annual total compensation as set forth in our 2025 Summary Compensation Table was $16,697,528, the 2025 Annualized CEO Compensation was $16,914,841. Our Median Employee’s computed annual total compensation for 2025 was $140,023. The resulting ratio of the Annualized CEO Compensation to that of our Median Employee for 2025 is approximately 121:1. Had we not made any cost-of-living adjustments, our Median Employee would have been a lower-compensated employee from India with a computed annual total compensation for 2025 of $78,470. The resulting ratio of the Annualized CEO Compensation to that of our Median Employee for 2025 would have been approximately 216:1. Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for our Company.

  110. CEO Pay Ratio

    | | 53 |

  111. Pay Versus Performance

    Pay Versus Performance In accordance with SEC rules, the following table sets forth a comparison of compensation reported in the "Total" column of the Summary Compensation Table to compensation actually paid to our CEO and other NEOs as well as to certain measures of Company performance. The “Compensation Actually Paid” values provided in the new, SEC-required tables below do not reflect the actual compensation paid to the CEO or the other NEOs. Our Compensation Committee did not consider the Compensation Actually Paid in structuring or determining compensation for our NEOs. For a complete discussion of the Company’s executive compensation program and the Committee’s philosophy and approach, please refer to the CD&A section beginning on page 31.

  112. Pay Versus Performance

    | | | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for former CEO | Compensation Actually Paid to former CEO | Summary Compensation Table Total for current CEO | Compensation Actually Paid to current CEO | Average Summary Compensation Table Total for non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income ($mm) | Adjusted Operating Income ($mm) | | | | (a) | | (b) | | (c) | | (d) | | (e) | | 2025 | $10,201,860 | ($7,974,903) | $16,697,528 | $16,508,795 | $6,011,098 | $770,109 | $165 | $258 | $220 | $387 | | 2024 | 10,789,675 | 23,553,857 | - | - | 2,346,048 | 5,254,817 | 257 | 201 | 218 | 362 | | 2023 | 10,363,456 | 31,879,142 | - | - | 2,258,451 | 7,485,480 | 205 | 147 | 177 | 281 | | 2022 | 10,428,809 | 4,837,225 | - | - | 3,569,936 | 2,147,827 | 115 | 89 | 129 | 212 | | 2021 | 7,074,692 | 19,787,903 | - | - | 1,677,042 | 4,696,029 | 148 | 138 | 110 | 178 |

  113. Pay Versus Performance

    (a) The following table sets forth a reconciliation from the "Total" column of the Summary Compensation Table (SCT) to the "Compensation Actually Paid" to our former CEO during the applicable year. "Compensation Actually Paid" is calculated in accordance with the rules of the SEC and may not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year. Eddie Capel was CEO for all prior years presented and until February 12, 2025.

  114. Pay Versus Performance

    | | | | Equity Addition to SCT Total | | | | | Year | SCT Total | Less Equity Deduction from SCT | Value of Current Year Equity Awards at Dec 31 value | Change in value of unvested prior year awards at Dec 31 | Change in value of prior year awards vested in current year | Total Compensation Actually Paid | | | | (f) | (g) | (h) | (i) | (j) | | 2025 | $10,201,860 | ($9,600,017) | $6,364,117 | ($10,623,237) | ($4,317,626) | ($7,974,903) | | 2024 | 10,789,675 | (9,100,094) | 12,787,216 | 7,079,737 | 1,997,323 | 23,553,857 | | 2023 | 10,363,456 | (8,500,111) | 18,684,824 | 10,350,359 | 980,615 | 31,879,142 | | 2022 | 10,428,809 | (8,800,080) | 9,651,664 | (4,368,293) | (2,074,875) | 4,837,225 | | 2021 | 7,074,692 | (5,500,823) | 9,183,395 | 8,299,792 | 730,847 | 19,787,903 |

  115. Pay Versus Performance

    (b) The following table sets forth a reconciliation from the "Total" column of the Summary Compensation Table (SCT) to the "Compensation Actually Paid" to our current CEO during the applicable year. "Compensation Actually Paid" is calculated in accordance with the rules of the SEC and may not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year. Eric Clark was CEO effective February 12, 2025.

  116. Pay Versus Performance

    | | | | Equity Addition to SCT Total | | | | | Year | SCT Total | Less Equity Deduction from SCT | Value of Current Year Equity Awards at Dec 31 value | Change in value of unvested prior year awards at Dec 31 | Change in value of prior year awards vested in current year | Total Compensation Actually Paid | | | | (f) | (g) | (h) | (i) | (j) | | 2025 | $16,697,528 | ($13,000,328) | $12,811,595 | - | - | $16,508,795 |

  117. Pay Versus Performance

    (c) The following table sets forth a reconciliation from an average of the amounts under the “Total” column of the SCT to average “Compensation Actually Paid” to our NEOs, excluding the CEO. “Compensation Actually Paid” is calculated in accordance with the rules of the SEC and may not reflect the actual amount of compensation earned by or paid to the NEOs during the applicable year. For 2021 and 2022, the non-CEO NEOs included in the average are Messrs. Dennis Story, Bruce Richards, and Robert Howell, and Ms.

  118. Pay Versus Performance

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  119. Pay Versus Performance

    Linda Pinne. For 2023, 2024, and 2025, the non-CEO NEOs included in the average are Messrs. Dennis Story, Bruce Richards, Robert Howell, and Stewart Gantt.

  120. Pay Versus Performance

    | | | | Equity Addition to SCT Total | | | | | Year | SCT Average | Less Equity Deduction from SCT | Value of Current Year Equity Awards at Dec 31 value | Change in value of unvested prior year awards at Dec 31 | Change in value of prior year awards vested in current year | Average Compensation Actually Paid | | | | (f) | (g) | (h) | (i) | (j) | | 2025 | $6,011,098 | ($5,113,993) | $3,491,807 | ($2,679,751) | ($939,053) | $770,109 | | 2024 | 2,346,048 | (1,437,592) | 2,020,112 | 1,914,813 | 411,436 | 5,254,817 | | 2023 | 2,258,451 | (1,290,041) | 2,835,818 | 3,381,355 | 299,897 | 7,485,480 | | 2022 | 3,569,936 | (2,826,382) | 2,947,289 | (1,020,348) | (522,668) | 2,147,827 | | 2021 | 1,677,042 | (960,887) | 1,602,052 | 2,203,063 | 174,759 | 4,696,029 |

  121. Pay Versus Performance

    (d) Based on the NASDAQ Computer Index included in our stock performance graph in our annual report to shareholders. (e) Adjusted operating income (AOI) is a non-GAAP financial measure defined as operating income excluding the impact of equity-based compensation, acquisition-related costs, and an unusual health insurance claim, and the related income tax effects of these items. This measure is the same AOI measure we use to partially calculate our annual performance-based cash bonus and our performance-based RSUs discussed in the CD&A and the compensation tables, except for compensation purposes we adjust AOI to constant currency at budgeted rates. (f) Represents the grant date fair value of equity-based awards made during each fiscal year. (g) Represents the year-end fair value of equity-based awards that were made during the fiscal year, including actual performance units earned that were granted during the fiscal year. (h) Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that were still unvested as of year-end, with such change in fair value reflecting the change in the year-end stock price during each year. (i) Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that vested during the year, with such change in fair value reflecting the change in stock price from the prior fiscal year-end until the vesting date. (j) The amounts in this column are calculated by subtracting the amounts under “Less Equity Deduction from SCT” from, and adding the amounts under “Value of Current Year Equity Awards as of Dec 31 value”, “Change in value of unvested prior year awards at Dec 31” and “Change in value of prior year awards vested in current year” to, the amounts under “SCT Total” with respect to the CEO and “SCT Average” with respect to the other NEOs.

  122. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As demonstrated by the following table, the amount of Compensation Actually Paid to our CEO is aligned with our cumulative total shareholder return (TSR) over the three years presented in the table. The alignment of Compensation Actually Paid with the Company’s cumulative TSR over the period presented is because a significant portion of the Compensation Actually Paid to our CEO is comprised of equity awards.

  123. Analysis of the Information Presented in the Pay versus Performance Table

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  124. Analysis of the Information Presented in the Pay versus Performance Table

    | Relationships between Pay and Performance | | | | | | | | 2021 | 2022 | 2023 | 2024 | 2025 | | CEO Compensation Actually Paid (in millions) | $19.8 | $4.8 | $31.9 | $23.6 | $16.5 | | Average NEO Compensation Actually Paid (in millions) | $4.7 | $2.1 | $7.5 | $5.3 | $0.8 | | Company Net Income (in millions) | $110 | $129 | $177 | $218 | $220 | | % Yearly Change | | 17% | 37% | 23% | 1% | | Company Adjusted Operating Income (in millions) | $178 | $212 | $281 | $362 | $387 | | % Yearly Return | | 19% | 33% | 29% | 7% | | Company Total Shareholder Return | $148 | $115 | $205 | $257 | $165 | | % Yearly Return | 48% | -22% | 77% | 25% | -36% | | 3 year CAGR | | | 27% | 20% | 13% | | Peer Total Shareholder Return | $138 | $89 | $147 | $201 | $258 | | % Yearly Return | 38% | -36% | 66% | 36% | 29% | | 3 year CAGR | | | 14% | 13% | 43% |

  125. Analysis of the Information Presented in the Pay versus Performance Table

    As further discussed in our Compensation Discussion and Analysis, annual equity grants are made to officers in the form of service-based RSUs and PSUs each year around the end of January. Such grants vest pro-rata (25% per year) on January 31 of subsequent years, except the first tranche of each PSU grant vests on February 28 of the year following grants after the number of PSUs earned based on performance results is determined and certified by the Compensation Committee. In 2025, the Compensation Committee approved mid-year grants at the end of July, which vest on the same schedule as the annual grants. The number of PSUs earned for the mid-year grants are based on second half of 2025 performance results determined and certified by the Compensation Committee. Earned awards under the annual bonus plan and PSUs were based on financial performance results achieved as compared to pre-established goals. Those awards were earned at 150% of target for 2021 grants, 138% of target for 2022 grants, 158% of target for 2023 grants, 127% of target for 2024 grants, 118% of target for annual 2025 grants, and 100% of target for mid-year 2025 grants. We believe the measures used in the cash bonus and PSU grants for the CEO and other NEOs, including adjusted operating income, are key drivers of long-term shareholder value creation. Special equity grants of service-based RSUs have been made periodically, including in 2019 and 2022 for the former CEO (Eddie Capel) and NEOs, and, in 2025, for the current CEO (Eric Clark). For the special stock unit grants made in 2019, 10% vested in 2020, 20% vested in 2021, 30% vested in 2022, and 40% vested in 2023. For the special stock unit grants made in 2022, 10% vested in 2024, 20% vested in 2025, 30% vest in 2026, and 40% vest in 2027. For the special stock unit grants made in 2025, 33% vested in February 2025; 27% vest in February 2026; 27% vest in February 2027; 13% vest in February 2028. The entire grant fair value is reported in the Summary Compensation Total for the CEO and other NEOs.